Terms & Conditions

  1. PROVISION OF SERVICES

 

INFLURY GmbH, Bürgerheimstraße 23, 10365 Berlin, Germany (hereinafter referred to as “INFLURY” or „we”) operates an online software on https://influry.com and https://app.influry.com (hereinafter “Software”) for commercial users with social media profiles (hereinafter referred to as “Influencers’’) and Advertisers (hereinafter “Advertiser”) on which, after registration, companies can automatically book advertising within the contents and publications on the social networks (hereinafter “content”) provided by the Influencers.

The advertisements and other cooperation for which the Influencer receives compensation from the Advertiser in the form of money, benefits, goods or any other remuneration are hereinafter referred to as “product placements”.

INFLURY operates the software on which Influencers can register to market their content. The Influencer produces and publishes content on her/his profiles on the social networks and wants to market them through product placements, advertisements and other advertising. INFLURY tries to communicate the advertising requests (“campaigns”) of companies to the Influencer.

By using the Services and accepting these Terms, you agree to comply with and be bound by these Terms and Conditions in addition to INFLURY’s other possible guidelines. Please read them carefully. This is a binding agreement between you and INFLURY.

 

INFLURY reserves the right to modify these terms at any time, so please review the terms periodically.

By becoming a member of INFLURY, you will have the ability to manage your own profile, respond to messages from Advertisers and make use of the INFLURY team support.

INFLURY reserves the right to suspend or terminate an Influencer account for violations of any laws or INFLURY terms.

The general terms and conditions of INFLURY apply exclusively. Deviating, conflicting or supplementary terms and conditions of the Influencer shall only become part of the contract if and to the extent that INFLURY has expressly agreed to their validity. This consent requirement applies in any case.

 

Definition and Interpretation for Influencers

“Budget” means the total remuneration due to INFLURY for a conducted marketing campaign as defined in the proposal.

 

“Confidential Information” means all information disclosed by one Party to the other, irrespective of form, which is either marked as confidential or reasonably to be considered confidential in its nature and the circumstances of its disclosure. Confidential Information comprises any details about the Services not publicly known.

 

“Advertiser” means a party which is using INFLURY software and is able to buy content creators posts on social media channels from Influencers.

 

“Influencer Account” means an user account on https://app.influry.com, which is set up as an „Influencer Account”.

 

“Offer” means the details of services to be rendered by the Influencers based on the marketing campaign in return for the Budget defined herein.

 

“Party”/”Parties” refers to either Influencer, Advertiser or both.

 

“Post” means the display of the Post Content in the relevant Channel.

 

“Post Content” means the marketing material and photo/video to be provided by Influencers

“Marketing Campaign” means campaign conducted by Influencers to promote Advertiser’s product





1.1. Individual agreements

In individual cases, individual agreements, including side agreements, additions and changes have priority over these terms and conditions. For the content of such agreements, a written contract or written confirmation shall prevail.

Legally relevant declarations and advertisements that are to be submitted after the conclusion of the contract must be in writing in order to be valid.

References to the validity of statutory provisions are only of clarifying significance. Even without such clarification, therefore, the currently valid statutory provisions apply, unless they are directly amended or expressly excluded in these terms and conditions.

Through the cooperation, the use of the software, the mediation of a product placement, there is no corporate connection of the parties.



2.INFLUENCER PROFILES AND OBLIGATIONS

2.1.Influencer Social Media Channels:

2.1.1. Influencer Social Media Channels are located in the portals (e.g. social networks) where adult entrepreneurs have at least one public profile listed below where information about the Influencer may be found.

 

Facebook (https://facebook.com)

YouTube (https://youtube.com)

Instagram (https://instagram.com)

Snapchat (https://snapchat.com)

TikTok (https://tiktok.com)

YouNow (https://younow.com)

 

2.1.2. Such profiles may include, for example, pictures, videos, collaboration with companies, information about the Influencers activities, etc..

 

2.1.3. Influencers are responsible for providing accurate information. The Influencer is confirming, that she/he is only publishing and providing honest information on their social media channels. INFLURY may reach out to Influencers in violation of these terms, national laws or international laws.

 

2.1.4. All adult entrepreneurs who have at least one profile on the above (2.1.1.) mentioned social networks are eligible to register at INFLURY.

 

2.2. Member (Influencer) account:

2.2.1. To be eligible to use the services, Influencer will need to register and set up an account on the INFLURY’s software (“ hereinafter referred to as “Account”). The account creation takes place automatically by entering the Influencer email address and confirming our terms and conditions, our privacy policy and our cookie policy.  In order to set up Influencer account, the Influencer has to choose their account type. For example, the Influencer or the Advertiser will provide us with certain data and submit this data to us via the registration form on our platform.

 

2.2.2. In the case of accepting an Influencer application,  the Influencer will receive a confirmation from INFLURY. After this, the  Influencer will receive an email from us, confirming Influencer acceptance. INFLURY reserves the right to refuse any application within its sole discretion.

 

2.2.3. The Influencer is obliged to keep her/his account up-to-date and accurate at all times, including a valid email address.

 

2.2.4. The Influencer has the possibility to connect her/his profiles from the social networks (listed above in section 2.1.1), which she/he wants to analyse or offer for promotional services on INFLURY. Connecting the social media channel is voluntary by the Influencer.

 

2.2.5. When connected or linked, INFLURY may receive analytical or statistical data from the connected account. The transmission takes place either through a technical interface between the providers of the social networks and INFLURY, in which the Influencer has to confirm this action. Alternatively, through the manual input of the data of the Influencer in the software.

 

2.2.6. The Influencer confirms that she/he is the full owner of the social media channels and holds all rights on the information (information, content, name, etc.) shown on the connected social media channel.

 

2.2.7. The Influencer confirms that she/he is using all connected social media channels for commercial reasons only. This also applies if the social media channel is not set-up as a „business profile” in the according to social network (e.g. „business profiles” on „Instagram”, see more information on https://instagram.com). Private or non-commercial channels shouldn’t be added to INFLURY.

2.2.8. INFLURY can provide the Influencer with non-binding advertising campaigns for product placements by companies based on their profile information and attitudes. The Influencer receives an overview of the service to be provided, or the type of product replication (e.g., mention, review, explanation, etc.), the name of the company/brand, the advertiser wants to advertise through a marketing campaign, or product, the possible compensation, and the requested place of fulfilment of the proposed campaign. If the Influencer is interested in the offer, she/he can promise his interest by a binding “application”. The influencer applies by clicking on the “Accept offer” button.



2.3. Age of the Influencer

2.3.1 The Influencer must be a legal person treated as Entrepreneur within the meaning of Paragraph. §14 BGB. Consumers are expressly excluded from using the software. The Influencer confirms she/he is a legal person and that all registration information she/he submits is accurate and truthful.

INFLURY may, in its sole discretion, refuse to offer access to the services to any person or entity and change its eligibility criteria at any time.

 

2.3.2  By registering the user confirms to be a legal adult and agrees to prove to INFLURY on request without mentioning any reasons the evidencing capacity.

 

2.3.3 In the case where the user is not of legal age, his representatives will be treated as users.

 

2.4. Influencers password on INFLURY:

2.4.1 The Influencer is obliged to keep her/his password secure. The Influencer is fully responsible for all activity, liability and damage resulting from her/his failure to maintain password confidentiality.

 

2.4.2. The Influencer agrees to immediately notify INFLURY of any unauthorised use of her/his password, account or any breach of security. The Influencer also agrees that INFLURY cannot and will not be liable for any loss or damage arising from her/his failure to keep her/his password secure.

 

2.4.3. The Influencer agrees not to provide her/his username and password information in combination to any other party other than INFLURY without INFLURY express written permission.

 

2.4.4. If the password has become known, the Influencer prompted to change her/his password immediately.

 

2.5. Account transfer:

2.5.1. The Influencer is not allowed to transfer or sell her/his Influencer account and username to another party. The account of the Influencer in the software can only be transferred to third parties with the written consent of INFLURY.

 

2.5.2. The Influencer can join the contract only as an entrepreneur within the meaning of German Civil law.

 

2.5.3. Influencer personally guarantees that she/he has the authority to bind the entity to this agreement.



2.6 Defective Content:

2.6.1 The Influencer undertakes not to transmit any content to the software that transmits viruses, Trojans or other dangerous programs or programming that could damage the system of INFLURY or its users.

 

2.6.2 For infringements, the Influencer will compensate for any damages caused by culpable breaches of the above obligations.

 

2.7. Right to Access the Software:

2.7.1. The influencer is granted free access to INFLURY software.

 

2.7.2. INFLURY reserves the right to stop rendering the services either to Influencer or completely at any given time. The Influencer confirms that all data shall be deleted in this case and INFLURY should not create a backup of the created data. The Influencer will create her/his own backups in an own chosen time interval.  

 

2.7.3. INFLURY may deny the access of the software in certain countries while using certain internet providers, technical devices or other reasons at any time given.

 

2.8. Availability Of The Software

2.8.1. INFLURY strives to maximise the availability of the software. However, there is no claim to the availability of the software at all times. In particular, due to maintenance or force majeure, access may not be possible at times, or only to a limited extent.

Changes to these terms and conditions will be communicated to the Influencer in written form by email, mail or logged notice page after logging in to the software. The Influencer may object to the changes within six weeks of receipt of the notification. Subsequently, the change is expressly approved by the Influencer.




2.9. Fees and billing:

2.9.1. Joining as a user and setting up an account on INFLURY’s software is free.

 

2.9.2. INFLURY may offer premium or paid services to the Influencer at any time given. The Influencer can decide to purchase premium or paid services.



2.10. Influencer Represented by the Agency:

2.10.1. In the event of an Influencer being represented by an agency, management or manager (hereinafter “agency”), the agency represents and warrants that it is entitled to enter into this software agreement in the name and on behalf of the Influencer.

 

2.10.2. The agency that the Influencer has granted all rights to market and create profiles and account for her/him on INFLURY and to handle business on behalf of the Influencer throughout a proper running agreement.

 

2.10.3. The agency shall be obliged to inform INFLURY of any changes in the aforementioned representations and warranties and granted rights.

 

2.10.4. The agency confirms that the Influencer has read these terms and conditions, the privacy policy, the cookies policy and any other policy or agreement that the agency is confirming on the behalf of the Influencer.

 

2.10.5. If the agency is connecting multiple social media channels from different Influencers (different individuals), the agency confirms, that the above mentioned (2.10.1., 2.10.2., 2.10.3., 2.10.4.,) is applying to all Influencers and individuals added through social media channels or other properties to the account at INFLURY.



2.11. Right to terminate use of software:

2.11.1. In the event of a violation of terms and conditions, INFLURY may terminate, suspend, restrict, delete or otherwise restrict the account of the Influencer with immediate effect.

 

  1. LIABILITY



3.1 Liability Limit:

3.1.1. This clause prevails over all other clauses and sets forth our entire Liability, and the Influencer sole and exclusive remedies, for:

the performance, non-performance, purported performance or delay in performance of these terms and conditions or service or the site (or any part of it or them); or

otherwise in relation to these terms and conditions or the entering into or performance of these terms and conditions.

INFLURY does not warrant and exclude all liability in respect of the accuracy, completeness, fitness for purpose or legality of any information accessed using the software; and INFLURY excludes all liability of any kind for the transmission or the reception of or the failure to transmit or to receive any material of whatever form.

 

3.1.2. INFLURY does not accept and hereby exclude any liability for breach of duty other than any such liability arising pursuant to the provisions of these terms and conditions.

 

3.1.3. INFLURY shall have no liability for:

loss of revenue;

loss of actual or anticipated profits;

loss of contracts;

loss of the use of money;

loss of business;

loss of operation time;

loss of opportunity;

loss of goodwill;

loss of reputation;

loss of, damage to or corruption of data; or

any indirect or consequential loss;



3.2. Indemnity:

3.2.1. Influencer agrees to indemnify and hold INFLURY(as applicable) INFLURY’s subsidiaries, affiliates, officers, directors, agents and employees, harmless from any claim or demand, including reasonable attorney’s fees made by any third party due to arising out of Influencer breach of this agreement or the documents it incorporates by reference or Influencer violation of any law or the rights of a third party.

 

3.3. No Guarantee:

3.3.1. Use of the Software is at the user’s own risk. To the extent permitted by law, the software is provided without warranties of any kind.

3.3.2. If the Influencer has reasonably suspected or found to be engaging in any fraudulent transactions or unlawful activity using the services, the Influencer also agrees that INFLURY may decline the Influencers transactions, place a hold on the Influencers funds, suspend or terminate the Influencers accounts with INFLURY, and share the Influencers information with law enforcement.

 

  1. Forbidden Activities

4.1. The Influencer is  solely responsible for his/her conduct and activities on and regarding to INFLURY and any and all data, text, information, usernames, graphics, images, photographs, profiles, audio, video, items, and links ( “Content”) that she/he submits, post, and display on INFLURY software.

4.2. Restricted activities: The content and the use of INFLURY from the Influencer shall not:

Be false, inaccurate or misleading

Infringe upon any third-party’s copyright, patent, trademark, trade secret or other proprietary or intellectual property rights or rights of publicity or privacy

Violate INFLURY’s terms or any applicable law, (including, but not limited to unfair competition, anti-discrimination or false advertising)

Be defamatory, trade libelous, unlawfully threatening, unlawfully harassing, impersonate or intimidate any person (including INFLURY staff or other companies), or falsely state or otherwise misrepresent your affiliation with any person, through for example, the use of similar email address, nicknames, or creation of false account(s) or any other method or device.

 

  1. Contract, Parties To The Contract:

 

5.1. General Information:

These terms and conditions constitute the framework for the purchase of Influencer services by INFLURY from the Influencer. Obligations to provide Influencer services or pay remuneration for such are established by these terms and conditions itself.

 

5.2. Product Placement Advertising Campaigns:

5.2.1 INFLURY can provide the Influencer with non-binding advertising campaigns for product placements by advertisers based on their profile information and attitudes.

The Influencer receives an overview of the service to be provided or;

the type of product replication (e.g., mention, review, explanation, etc.),



the name of the brand or product, the possible compensation, and the requested place of fulfillment of the proposed campaign.

5.2.2. If the Influencer is interested in the offer, she/he shall promise her/his interest by a binding “application”. The Influencer applies by clicking on the “Accept offer” button.

5.2.3. INFLURY will then review the Influencer application, this is usually done automatically within 10 seconds. However, this can take up to 14 days.

5.2.4. In case INFLURY accepts the application of the Influencer, the Influencer will receive a confirmation by e-mail and in the account. Only after this confirmation by INFLURY, the deal is confirmed by INFLURY.

 

5.3. Parties Of The Contract

5.3.1. For purpose of clarification, the Advertiser will not be part of the contract concluded between INFLURY and the Influencer.

5.3.2. The obligations of non-binding advertising campaigns for product placements are solely between INFLURY and Influencer.  

5.3.3. INFLURY is obliged to directly pay to Influencer the remuneration.

 

6.1. Post Content And Provided Material

6.1.1. Influencer ensures that the content published by the Influencer within or associated with the campaign:



6.1.1.1. will not violate the patent, trademark, trade names, service marks, copyright or other intellectual property or proprietary rights (including domain names) or any other rights (including the rights to privacy, confidentiality and publicity) of any third party

 

6.1.1.2. will comply with all applicable laws;

 

6.1.1.3. does not contain any material which is libellous, slanderous, fraudulent or defamatory;

 

6.1.1.4. will not contain nor transmit any malware, viruses, worms, Trojan horses, adware, spyware, or other harmful code or programs; and

 

6.1.1.5. will contain all legally required information, including, if legally necessary, disclaimers with regard to the commercial nature of the post or content.



6.2. Influencer Responsibilities regarding Post Content and Provided Material:

General Information:

6.2. By submitting an offer, the Influencer confirms to be able to freely dispose of all components of her/his offer (channel, type of service provision, etc.).

 

6.3. Influencer Responsibilities:

6.3.1. After INFLURY has agreed to a campaign or offer/application of an Influencer, the Influencer receives the various requirements of the Advertiser (hereinafter referred as “briefing”) about the product placement. In the briefing, the Advertiser will best explain the requirements for product placement. The Influencer must adhere to the requirements and produce or provide the service (content) to be provided in accordance with these requirements.



6.3.2. All advertising campaigns and product placements are linked to the properties and social media channels of the Influencers.

6.3.3. All advertising campaigns and product placement are tied to a particular type of product placement (“Product Placement Type”) and time of publication. The Influencer must, in any case, publish the service on the agreed channel at the agreed time.

6.3.4. The Influencer is only allowed to publish the product placement after approval of INFLURY (content review).

6.3.5. The Influencer has to accept and implement the change requests to the contents uploaded by the Influencer of the Advertiser.



6.3.6. The influencer must keep the content publicly available for the time agreed in the campaign, but at least for 30 days.

6.3.7. If the offer contains any other requirements (see below), the Influencer agrees not to violate these requirements. Those requirements could be:

  1. Adding a link in the social media channel description (for example the „Instagram biography”)
  2. Using a certain hashtag
  3. Adding (mentioning) certain accounts
  4. Not publishing other content on this or other social media channels within a given time-frame before and after the publishing of the product placement with INFLURY
  5. Not publishing other sponsored content, branded content, paid content or any other content associated with a Brand or with a commercial nature within a given time-frame before and after the publishing of the product placement with INFLURY
  6. any other requirement mentioned in the offer

6.3.8. The Influencer has no right of any remuneration (cash, product value, others mentioned above, etc.) if she/he violates the requirements of the post, as mentioned in 6.3.7.

 

6.3.9. The Influencer has to provide proof in the form of a link for publication in the field provided in the software upon publication.

6.3.10. For product placements or campaigns on “Snapchat”, “Instagram Stories” and “TikTok” or any other platform/website on which the URL to the content of the product placement or campaign is not publicly available, a screenshot must be made and uploaded as proof. The Influencer confirms that the screenshot and the data to be extracted are genuine and unmanipulated.

 

  1. Campaign With Physical Product

7.1. If the campaign requires integration of a physical product, the product shall be provided by INFLURY. The product remains the property of INFLURY until INFLURY explicitly declares otherwise.

7.2. INFLURY will send the required product to the Influencer free of charge to a delivery address within the European Union.

7.3. The cost of shipping to another country is borne by the Influencer. The shipping costs must be agreed by the Influencer when depositing his delivery address, provided that the address is outside the European Union. The indication of a delivery address and the approval of the shipping costs to third countries is voluntary.

7.4. The Influencer is generally entitled to reject advertising campaigns that require the sending of physical items.

 

  1. Collateral Agreement

8.1. Between the conclusion of the contract and the publication of the campaign, communication between the Advertiser and the Influencer is not possible. INFLURY will contact Influencer regarding campaign details. Collateral agreements of any kind between companies and Influencers always require the written consent of INFLURY.




  1. Failure To Run The Campaign

9.1. If there are problems with the providing of the campaign or if the Influencer can’t fulfil the services or the agreed publication period, the Influencer must immediately inform INFLURY in writing.

9.2. The release date, which is either communicated to the Influencer together with the offer a campaign or during a running campaign is binding.

9.3. It is agreed that in the following cases or events, INFLURY  is able to withdraw from the contract. In this case, the Influencer receives no remuneration at all and is required to return all materials, products, etc. received from INFLURY at her/his own costs within 30 days.

 

  1. Delay of publication of the content or campaign –  in this instance INFLURY has the right to reduce Influencer’s fee up to 30%

 

  1. Delay of communication (especially replies from the Influencer) –  in this instance INFLURY has the right to reduce Influencer’s fee up to 30%

 

  1. If the Influencer, the published content or the in draft content is not meeting the campaign requirements INFLURY has a right to reduce Influencer’s fee up to 50%.



  1. If the content does not correspond to the briefing and the Influencer does not present a satisfactory performance (content) after three corrections INFLURY has right not to pay for Influencer.

 

  1. If the Influencer is not posting information about the campaign in her/his bio, INFLURY has a right to reduce Influencer’s post up to 50%.

9.4. A claim for damages or other claims, such as compensation for additional expenses, are beyond the control of the Influencer since this is shaped by the individual ideas of the contracting parties. So it is not uncommon that the proposals of the framed contract partner (here the Influencer), are rejected by INFLURY.

  1. Remuneration And Invoices

10.1. The Influencer receives the fee specified in the offer if all criteria of the offer such as kind, place, extent, time, etc. or any other requirements (mentioned above in 6.3.7.; 9.3.) of the service provision have been fulfilled by the Influencer.



10.2. All prices are in Euros unless otherwise stated.

10.3. The Influencer is invoicing and charging INFLURY and not the Advertiser. INFLURY is buying the services from the Influencer.

10.4. INFLURY pays the invoice from the influencer within 14 or 30 days on her/his German bank account or PayPal (https://paypal.com) account. The Influencer can choose the payment type (German bank account or PayPal account) in her/his settings

10.5. The Influencer can select the payout cycle in her/his account settings.

10.6. If the payment shall be made to a bank account, it must be a current account with a bank in the Federal Republic of Germany.

10.7. The Influencer is responsible for the full taxation and registration of her/his income or her/his trade itself.

10.8. INFLURY is not obligated to pay the invoice to the Influencer if she/he does not fulfil or does not sufficiently fulfil a service specified in section 6 or in the briefing. The decision-making power lies with INFLURY. The decision can be reviewed by the Influencer through a court.

10.9. The Influencer waives the rectification or supplementary performance of the deficiencies described above.

10.10. The Influencer confirms to provide all relevant information about his person for payment. This includes, in particular, full name, address, bank details, date of birth, phone number. INFLURY is entitled to change the required requirements to the person in a comprehensible framework.

10.11. The invoice shall be created by INFLURY and not by the Influencer. Invoices created by the Influencer are not accepted by INFLURY.

10.12.1. The Influencer has to provide information on her/his taxation.

10.12.2. If the Influencer applies to the German tax law („Umsatzsteuergesetz”), she/he has to state her/his taxation percentage. This taxation percentage will be added to the invoice amount. For example, if the invoice amount is 100,00 EUR and the taxation of the Influencer due to German tax law regulations is 19,00%, then the Influencer will receive 100,00 EUR plus 19,00 EUR tax. In total, the Influencer will receive 119,00 EUR according to this example.

10.12.3. If the Influencer applies to the European „reverse-charge-regulation” (tax), then she/he needs to add his/her valid VAT-Id.

10.13. The influencer is responsible for proving the availability and correctness of any data, especially tax numbers. The Influencer must provide the correct data and check for any mistakes. The Influencer is fully reliable for the correctness of the data, even if the data is pre-filled out by INFLURY or third-parties.  





  1. License:

12.1. INFLURY grants the Influencer a non-exclusive, non-transferable, non-sublicensable, license to use the Software in accordance with this terms and conditions. Without limiting any of those terms, the Influencer may not:

(a) modify, decompile or reverse engineer any software or hardware;

 

(b) remove or alter any product identification, trademark, copyright or other notices;

 

(c) use or allow the use of the Software by or for the benefit of third parties, including by renting, leasing or lending the Services; or

 

(d) reproduce, sell or distribute the software without INFLURY’s permission.

12.2. By accepting these terms and conditions, the Influencer is also granting INFLURY a royalty-free, unlimited, unrestricted license to use all the content he/she uploads or has uploaded to her/his account on INFLURY (the “Content”) and content published on the social media channels connected to INFLURY (see section 2), consisting in pictures, information, videos and other data or information.

12.3. Influencer hereby grants INFLURY the irrevocable, perpetual and unrestricted right and permission to use, re-use, publish, and republish the content in whole or in part, or composite or distorted in character or form, without restriction as to changes or alterations, in conjunction with Influencer´s own or a fictitious name, or reproductions thereof in color or otherwise, and in any and all media now or hereafter known, specifically including but not limited to online media, print media for illustration, promotion, art, editorial, advertising, trade, or any other purpose whatsoever.

12.4. The Influencer is also granting INFLURY a royalty-free, unlimited, unrestricted license to use all the content produced from a marketing campaign offered or processed with the help of INFLURY.



  1. Miscellaneous

 

13.1. Court Jurisdiction

These T&Cs and the contract are governed by and construed in accordance with the laws of Germany without reference to its conflict of law provisions. The UN convention nor the Viennca convention on contracts on the international sale of goods (CISG) is excluded. Exclusive venue for all disputes arising out of or in relation with these T&Cs or any contract shall be the competent court of Berlin.

13.2. Amend Terms & Conditions

INFLURY reserves the right to amend T&C at its sole discretion. Any amendments shall be announced by publishing a new updated version of the T&C on the website or by otherwise making it available to the Influencer.

 

13.3. Contract Parties

Agreement between the Influencer and INFLURY shall not be treated as a partnership, joint venture, employment contract or any other partnership relation. INFLURY and the Influencer remain as independent contractors.

 

13.4. Contractual language

Both parties confirm they have read and fully understood these terms and conditions. Both parties further confirm that English shall be the language of any contracts or agreements. Agreements made in other languages are also applicable if not stated differently.

13.5. The Influencer may not assign his or her rights or obligations arising hereunder, whether in whole or in part, to any third parties without the prior consent of INFLURY expressed explicitly in writing otherwise being null and void.

13.6. Should any of the provisions or any part of the Agreement become invalid or unenforceable to any extent whatsoever, the Parties shall agree upon any necessary amendments to the Agreement which shall ensure that the interests and aims of the parties prevailing at the time of performance of the Agreement are given effect.

13.7. The Agreement and the other INFLURY policies incorporated into this Agreement by reference sets forth the entire agreement between the Parties and supersede all other arrangements, agreements and/or memoranda (whether made in writing or orally) made between the parties, pertaining to the obligations and liability of INFLURY with regard to the provision or implied provision, non-performance or delays in the performance of any services rendered under the Agreement, unless explicitly stipulated otherwise therein.

Last update: 21.09.2018




Terms And Conditions for Advertisers

 

General Information

INFLURY is a fully automated marketing platform connecting social media  Influencers and advertisers.

INFLURY can provide the Influencer with non-binding advertising campaigns for product placements by companies based on their profile information and attitudes. The Influencer receives an overview of the service to be provided or the type of product replication (e.g., mention, review, explanation, etc.), the name of the Brand or product, the possible compensation, and the requested place of fulfilment of the proposed campaign.



  1. Definition and Interpretation:

 

“Advertiser” means a party which is using the INFLURY software and is able to run marketing campaigns and buy Influencers posts.

“Advertisers account” means the Advertisers user account on https://influry.com

“Advertiser material” means any content provided by the Advertiser to Influencers for the promotion of the Advertisers and/or the Advertiser’s product.

“Budget” means the total remuneration due to INFLURY for the conducted marketing campaign as defined in the proposal or booking process.

“Briefing” means various requirements and information for the marketing campaign

“Confidential Information” means all information disclosed by one Party to the other, irrespective in which form, which is either marked as confidential or reasonably to be considered confidential considering its nature and the circumstances of its disclosure. Confidential Information comprises any details about the Services not publicly known.

“Influencer” means natural persons or organizations publishing content on any social media platform or other digital mediums (e.g. blog, website, etc).

“Offer” means the details of services to be rendered by the Influencer based on the marketing campaign in return for the Budget defined herein.

 

“Party”/”Parties” refers to either Influencer or Advertiser or both

“Post” the content published on the particular medium (Instagram, YouTube, etc.)

“Post Content” means the marketing material and artwork to be provided by the Influencer

“Marketing Campaign” means the campaign conducted by Influencers to promote the Advertisers Brand or Product’s product.



  1. Subject Matter

The subject matter of these Terms and Conditions (“T&C”) is to provide a framework for the purchasing of marketing campaigns by the Advertisers from Influencers through INFLURY.

 

  1. User (Advertiser) account:

To be eligible to use the INFLURY software, Advertisers needs to register and set up an account on the INFLURY’s software (hereinafter referred to as “Account”). Account creation takes place automatically by entering the Advertiser’s E-Mail address and password. In order to register an Advertiser, the Advertiser has to provide INFLURY with certain data and submit this data to INFLURY via the registration form on INFLURY software.

In case INFLURY accepts the Advertisers application, the Advertiser will receive a “welcome email” and a confirmation email, that confirms the acceptance of entering the INFLURY software.. INFLURY reserves the right to refuse any application within its sole discretion.

The Advertiser is obliged to keep its Advertisers profile up-to-date and accurate at all times, including a valid email address.

After the successful registration on INFLURY, the Advertiser has the possibility to add their brand and their products, which the Advertiser wants to analyze, promote or advertise with INFLURY. To improve the campaign, the Advertiser has the possibility to connect their Instagram channel and/or other Social Media channels (hereinafter referred to as “Social Media Channels” or “Web Properties”). With connecting or linking the Advertisers Social Media Channels web properties, INFLURY receives analytical or statistical data from the connected Social Media Channel or Web Property. connected or linked web properties gives  The transmission takes place either through a technical interface between the providers of the social networks and INFLURY or through the manual input of the data of the Advertiser in the INFLURY software.



  1. Fulfilment Of  Contract

4.1. To conclude a contract with INFLURY:

  1. a)  The Advertiser shall accept the proposal made by INFLURY, which shall contain, at a minimum but not limited to, information on the Advertiser, the (e.g. image) requirements, hashtags, mentions, campaign goals, campaign budget, ,reach out, estimated likes and comments, number of Influencers, start date and end date of the campaign;
  2. b) The Advertiser provides Influencer with the offer via and through the INFLURY’s software, which Influencer may accept or reject.
  3. c) The Advertiser grants INFLURY the right to send proposals or any campaign-related information in the name of the Advertiser (e.g. using the logo, trademark and name of the Advertisers brand)
  4. d) In case of acceptance of proposal, these T&Cs will be considered as an agreed single contract legally binding between the Advertiser and INFLURY (“Contract”).

 

4.2.  The respective Contract is deemed to be fulfilled on the day the post is published. The Advertiser will be able to see the results of the campaign provided by Influencers in the INFLURY’s software.

 

4.3. For purpose of clarification, Influencer will not be part of the contract concluded between INFLURY and the Advertiser. The obligations according to the contract only apply between INFLURY and the Advertiser.

4.4. INFLURY may or may not accept a marketing campaign. INFLURY reserves the right to refuse marketing campaigns before it’s launch or during execution in case of breach of obligatory legal provisions, good morals or any other breach of the agreement.    

 

  1. Post Content

 

5.1. Advertisers Material

The Advertiser will be fully liable for any material submitted to INFLURY. The material shall be provided in a common format and be in line with current market standards. The material will not be returned to the Advertiser. The Advertiser grants to INFLURY a non-exclusive, transferable, fully paid-up, worldwide and unlimited right and license to use (including to copy, modify, translate, make available, assign and sublicense to its affiliates, Influencers) the material, solely as is reasonably necessary for the INFLURY to perform its obligations and exercise its rights relating to the performance of the contract.

 

5.2. Requirements for the Advertiser Material

The Advertiser ensures that:

  1. a) The material shall not violate the trademark, trade names, copyright or other intellectual property or proprietary rights (including domain names) or any other rights (including the rights to privacy, confidentiality and publicity) of any third party;
  2. b) The materials and the display of material as contemplated in the contract shall not be false or misleading and shall not constitute an unfair competition practice or unfair commercial practice;
  3. c) The material shall comply with all applicable laws;
  4. d) The material does not contain any material which is libelous, slanderous, fraudulent or defamatory;
  5. e) The material shall not contain nor transmit any malware, viruses, worms, Trojan horses, adware, spyware, or other harmful code or programs;
  6. f) The material shall contain all legally required information,
  7. g) The material shall contain all other necessary information which has to be given according to platform guidelines and/or regulations on which the Advertiser elected to advertise.
  8. h) INFLURY is not liable for any content published, mentioned or stated on any of the Social Media Channels or Web Properties of the Advertiser.

 

5.3. Reviewing Post Content:

INFLURY is not obliged to and shall not review the Post Content including compliance with applicable laws and platform guidelines and regulations.

 

5.4. Indemnify

The Advertiser has an obligation to indemnify and hold harmless INFLURY against all claims made by third parties in connection with the Advertiser material and compensate INFLURY for all costs (including reasonable attorney´s fees) and damages arising in connection with such claim or alleged claim.

 

  1. Remuneration And Invoicing

 

6.1.Service Fee

If the offer is accepted, the Advertiser commits itself immediately to pay the fee for the purchased marketing campaign or service provided by INFLURY. All prices are in net and plus the current value-added tax, if applicable. All prices are in the currency stated in the official proposal. All payments made to INFLURY should be made in euro currency unless the parties agreed otherwise.

  1. Term And Termination

 

7.1 Termination Of Campaign By The Advertiser:

The Advertiser can accept or decline INFLURY’s proposal at any time, before confirming, and therefore purchasing, the proposal (e.g. a marketing campaign). without giving reasons. If the Advertiser does not respond to the offer within 30 days, it will automatically be rejected.

 

7.2. Termination of a contract by INFLURY:

The rights of the parties to terminate any contract for cause remain unaffected. Good cause for INFLURY shall be deemed to exist in particular:

 

  1. a) if the Advertiser fails to pay an outstanding invoice or a substantial portion thereof within 30 days after the invoice has been issued

 

  1. b) if the Advertiser fails to provide material in full and in full compliance with the requirements set forth in the T&Cs and the contract (in particular pursuant to Section 5 of these T&Cs) in due time or as otherwise specified in the contract.
  2. c) if the Advertiser misleads any requirements and agreements stated in these terms and conditions
  3. Purchasing and operating on behalf of a client

If the advertiser is purchasing or booking the marketing campaign on behalf of a third-party (usually Agents of brands or Re-Sellers), the advertiser is obliged to inform their client about these T&C. Further, the advertiser has to obtain all licences and/or all consents to properly execute the agreement and the campaign. The Advertiser should be solely liable for violation of this obligation.




  1. Liability

 

8.1. Negligence Liability

Unless otherwise set out in these T&C, the Parties shall be liable to each other only for damage caused by an intentional or grossly negligent breach of duty by the other Party and/or the other Party´s employees, statutory representatives or auxiliary persons employed to perform the Services and/or any other duties under the contract.

 

8.2. The act of God Clause

INFLURY is not liable for Acts of God, which make the software and or the duties covered by the contract impossible or render the due performance of the contract substantially more difficult and/or temporarily impede its proper performance. As an Act of God, all circumstances are included which are independent of the will and control of the contractual parties, such as war and other military conflicts, natural disasters, strikes, labor or material shortage, Internet failures or communications lines failures or other serious and/or unforeseeable circumstances of no fault of the contractual parties. A circumstance is seen as an Act of God, only if it occurs after setting up an account on INFLURY’s software and/or conclusion of the contract, as applicable.

 

8.3. Errors In The Transmission Of Advertiser Material

INFLURY shall not be liable for errors in the transmission of Advertiser material which are caused outside of INFLURY´s sphere of responsibility or control.



  1. Confidentiality

 

9.1. Disclosure

Each Party (hereinafter the “Receiving Party“) agrees to keep all Confidential Information received from the other party (hereinafter the “Disclosing Party“) in whatever form as strictly confidential and must not disclose it to third parties without the prior written consent of the Disclosing Party. Confidential Information must not be used by the Receiving Party for any purpose other than in connection with the purposes of these T&Cs, and/or the Contracts. For the avoidance of doubt: INFLURY may disclose Confidential Information to Influencers to the extent reasonably necessary to provide the Services.

 

9.2. Non-Confidential Information

The foregoing obligations do not apply to any Confidential Information which:

  1. a) is in the public domain at the time of disclosure or later becomes part of the public domain through no fault of the Receiving Party;

 

  1. b) was known to the Receiving Party prior to disclosure by the Disclosing Party as proven by the contemporaneous written records of the Receiving Party;

 

  1. c) is disclosed to the Receiving Party by a third party who did not obtain such Confidential Information, directly or indirectly, from the Disclosing Party subject to any confidentiality obligation;

 

  1. d) is at any time independently developed by the Receiving Party as proven by its contemporaneous written records;

 

  1. e) is expressly authorized in writing by the Disclosing Party; or

 

  1. f) is required by law, court order or a governmental agency to be disclosed (in which case the Receiving Party will give the Disclosing Party as much notice thereof as reasonably practicable and which will be done subject to confidentiality protection to the extent reasonably available).

 

9.3. Access to Confidential Information:

Each Party agrees to limit access to Confidential Information to those of its employees, representatives, contractors or advisors to whom such access is reasonably necessary or appropriate for the proper performance of obligations.





  1. Reference:

 

10.1. Use Of Advertiser’s logo, trademark, name:

INFLURY may use Advertiser’s name, logo and trademarks on https://influry.com, https://app.influrycom, https://company.influry.com, https://influencer.influry.com and the INFLURY Social Media Channels, other Web Properties, Press Releases or any other form of publication.

 

  1. License

 

11.1. INFLURY grants the Advertiser a non-exclusive, non-transferable, non-sublicensable, license to use the Software in accordance with this terms and conditions. Without limiting any of those terms, Advertiser may not:

(a) modify, decompile or reverse engineer any software or hardware;

 

(b) remove or alter any product identification, trademark, copyright or other notices;

 

(c) use or allow the use of the Software by or for the benefit of third parties, including by renting, leasing or lending the Services; or

 

(d) reproduce, sell or distribute the software without INFLURY’s permission.

11.2. By accepting these terms and conditions, the Advertiser is also granting INFLURY a royalty-free, unlimited, unrestricted license to use all the content Advertiser uploads or has uploaded to it’s account on INFLURY (the “Content”) and social media channels connected to INFLURY (see section 2), consisting in pictures, information, videos and other data or information.

11.2. The Advertiser hereby grants INFLURY the irrevocable, perpetual and unrestricted right and permission to use, re-use, publish, and republish the content in whole or in part, or composite or distorted in character or form, without restriction as to changes or alterations, in conjunction with the Advertiser’s own or a fictitious name, or reproductions thereof in color or otherwise, and in any and all media now or hereafter known, specifically including but not limited to online media, print media for illustration, promotion, art, editorial, advertising, trade, or any other purpose whatsoever.




  1. Miscellaneous

 

12.1. Court Jurisdiction

These T&Cs and the contract are governed by and construed in accordance with the laws of Germany without reference to its conflict of law provisions. The UN convention nor the Viennca convention on contracts on the international sale of goods (CISG) is excluded. Exclusive venue for all disputes arising out of or in relation with these T&Cs or any contract shall be the competent court of Berlin.

12.2. Amend Terms & Conditions

INFLURY reserves the right to amend T&C at its sole discretion. Any amendments shall be announced by publishing a new updated version of the T&C on the website or by otherwise making it available to the Advertiser.

 

12.3. Contract Parties

Agreement between the Influencer and INFLURY shall not be treated as a partnership, joint venture, employment contract or any other partnership relation. INFLURY and the Influencer remain as independent contractors.

 

12.4.. Contractual language

Both parties confirm they have read and fully understood these terms and conditions. Both parties further confirm that English shall be the language of any contracts or agreements. Agreements made in other languages are also applicable if not stated differently.

12.5. The Advertiser may not assign his or her rights or obligations arising hereunder, whether in whole or in part, to any third parties without the prior consent of INFLURY expressed explicitly in writing otherwise being null and void.

12.6. Should any of the provisions or any part of the Agreement become invalid or unenforceable to any extent whatsoever, the Parties shall agree upon any necessary amendments to the Agreement which shall ensure that the interests and aims of the parties prevailing at the time of performance of the Agreement are given effect.

12.7. The Agreement and the other INFLURY policies incorporated into this Agreement by reference sets forth the entire agreement between the Parties and supersede all other arrangements, agreements and/or memoranda (whether made in writing or orally) made between the parties, pertaining to the obligations and liability of INFLURY with regard to the provision or implied provision, non-performance or delays in the performance of any services rendered under the Agreement, unless explicitly stipulated otherwise therein.

12.8. In the event of any disputes arising hereunder, the Parties shall make reasonable efforts towards reaching a resolution by way of mediation.

Last update: 30.01.2019